United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: ICT Technologies, Inc.
Dear Sir:
Transmitted herewith please find the Form 10-SB for the above referenced
registrant. A hard copy will be provided to the staff examiner assigned to this
file upon request. Please address all questions to the undersigned at my offices
located at 130 William St., Suite 807, New York, NY 10038 or at (212) 349-0124.
Very truly yours,
/s/Jay Hait
Jay Hait
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
ICT TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 13-4070586
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(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
122 EAST 42ND STREET, 17TH FLOOR, NEW YORK, NY 10168
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(Address of Principal Executive offices)
Issuer's Telephone Number: (212) 515-1085
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Securities to be registered pursuant to section 12(b) of the Act:
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None
Securities to be registered pursuant to section 12(g) of the Act:
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Common Stock, no par value
(Title of Class)
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index attached hereto.
<PAGE>
TABLE OF CONTENTS
PART I Page
Item 1. Description of Business 4
Item 2. Management's Discussion and Analysis or Plan of
Operation 9
Item 3. Description of Property 11
Item 4. Security Ownership of Certain Beneficial Owners
and Management 11
Item 5. Directors, Executive Officers, Promoters and
Control Persons 12
Item 6. Executive Compensation 13
Item 7. Certain Relationships and Related Transactions 13
Item 8. Description of Securities 14
Item 11. Description of Securities 23
PART II
Item 1. Market Price for Common Equity and Other Shareholder Matters 15
Item 3. Changes in and Disagreements with Accountants 16
Item 4. Recent Sales of Unregistered Securities 16
Item 5. Indemnification of Directors and Officers 16
PART F/S Financial Statements 17
PART III
Item 1. Index to Exhibits 18
2
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This Registration Statement contains forward-looking statements which
involve risks and uncertainties. When used in this Registration Statement, the
words "believes," "anticipates," "expects" and other such similar expressions
are intended to identify such forward-looking statements. Actual results of the
Company (as defined below) may differ significantly from the results discussed
in the forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in "Item 1. - Description of
Business - Risk Factors." Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
An investment in ICT Technologies, Inc. (the "Company") is highly
speculative and involves a high degree of risk. Prospective investors should
consider the risk factors involved in an investment in the Company, including
the following: (a) that the Company is a development stage company that has a
limited operating history, (b) the Company has not generated a profit, (c) there
is intense competition in the industry in which the Company operates and (d) the
uncertainty of future funding. Prospective investors should carefully read each
section of this registration statement which contain these and other risk
factors.
3
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PART I.
- --------
ITEM 1. DESCRIPTION OF BUSINESS
ORGANIZATION AND CHARTER
ICT Technologies, Inc., (the "Company") was formed under the laws of
Delaware on May 27, 1999 and is authorized to issue 10,000,000 shares of common
stock, $0.001 par value each. The Company was formed to reorganize the business
affairs and the domicile of ICT Technologies, Inc., a corporation formed under
the laws of New York on February 8, 1994, ("ICT NY"). The Company has a 15%
equity position in the Frank Lettau Galleries, Inc., a Staten Island, New York
art dealer and desires to expand the relationship and buy and sell investment
grade art and antiques for its own account. A copy of the Certificate of
Incorporation is attached hereto and incorporated herein by reference.
BUSINESS OF THE COMPANY
ICT TECHNOLOGIES, Inc. (the "Company") was incorporated on February 8, 1994
under the laws of the state of New York. The Company's principal offices are
located at 1749 East 24th Street, Brooklyn, New York, 11229. Initially, the
Company intended to enter the market for computer hardware and software, and to
conduct research, development and, if such development is successful, commence
production of an optical archive record storage system, a liquid crystal display
visor for use in multimedia and virtual reality systems and software and
computer adapter boards. The Company abandoned this pursuit and shortly
thereafter attempted to enter the stem cell storage business which also proved
infeasible. The Company entered its present business during 1995, and owns a 15%
equity interest in Frank Lettau Galleries, located at 67 Monroe Avenue, Staten
Island, New York, as well as owning certain works of art directly.
The Company considers New York City to be the capital of the art world,
and based upon that assumption made an investment in Frank Lettau Galleries
('FLG'), located at 67 Monroe Ave., Staten island, New York. FLG's operating
space is a large warehouse from which FLG has contracted with various New York
City galleries to get art on consignment. FLG has represented hundreds of pieces
of art from many sellers and galleries. FLG was founded by Frank Lettau, who has
been in the art and frame business for twenty five years, and has owned or
managed galleries in Manhattan and Rochester, New York, and Charleston, South
Carolina.
Based on its experience with FLG, The Company intends to concentrate on
making sales and copies of art in the wholesale and / or retail framing and art
market. The Company intends to operate or purchase equity positions in operators
of fine art galleries in key vacation or upscale communities. The Company would
also like to entered into a licensing agreements with third parties to make
lithographic reprints of art the Company owns for resale. The Company would also
like to enter into contracts with living artists. The purpose of these contracts
would be for the artists create artworks on an exclusive basis for the Company.
The Company would then sell and distributes original works and publish limited
edition reproductions of certain works. Once a number of artists have signed on,
the Company believes that it will be one of the focuses of the Company to review
constantly and evaluate art and artists that will fit the marketing profile
consistent with the Company's growth at that point. In addition, the Company is
planning to implement a program whereby the Company will work with entrepreneurs
in establishing and operating galleries, or converting frame-shops into
galleries, in order to increase the Company's equity positions. The Company
anticipates that this program will not only provide fee income through the sales
of individual operations, but will also increase the retail and profit
capabilities of the Company as a whole. The Company intends to utilize direct
marketing methods including direct mail, radio, infomercials and 60-second
television spots, provided that it is able to borrow or raise additional
capital.
4
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The Company intends to attempt to obtain the exclusive rights to
publish contemporary artists thereby growing its gallery and art holdings and
building a reputation in the fine art business which will enable it to engage in
expansion through the acquisition of equity positions in other art framing shops
and galleries, either for stock or raised or borrowed capital. The company's
long term goal is to develop a national chain of galleries to sell fine artwork
and provide high-quality art framing services while taking advantage of the
economies of scale through regional framing centers.
The Company intends to develop a "cyber gallery". The gallery is
intended to provide an opportunity for the Company to sell art work it hopes to
be able to publish as well as consigned art work.
The Company plans to publish the art work of new or unknown artists it
finds, place them under exclusive contract, publish their works through prints
or similar reproductive media, and to make a profit from the increased
recognition of and demand for these artists' works. The Company envisions a
typical project would involve signing an exclusive contract with an artist,
printing an art work in an edition of approximately two thousand prints, and
retailing the prints at approximately $150 per print. As the artist becomes more
recognized, the price of the prints would increase, along with profits to us.
During this fiscal year, the Company hopes to search for and to identify
potential artists and to publish their art works. As of the date of this
Registration Statement, the Company is not negotiating any rights to publish art
works.
The Company anticipates that in the fiscal year ending December 31,
2000, its annual working capital requirements will be met through officer loans.
The company is seeking working capital for its expansion plans. Its expansion
plans include the acquisition of art galleries, creation and expansion of a
"cyber gallery" web site and contracting of artists under exclusive distribution
agreements. However, there can be no assurances that working capital can be
obtained or, if obtained, that it will be of a sufficient quantity to meet the
company's immediate needs or that it will be on reasonable terms.
COMPETITION
Fine art retailing is an intensely competitive industry and the Company
competes with a number of competitors at competitive prices. No single
competitor dominates the market, which is made up of numerous small boutique art
houses and galleries.
The primary markets that the company plans to enter into in 2000 and
2001 are the U.S. Northeast and the Mid-Atlantic. The Company plans to
ultimately convert art framing retail outlets into a chain of fine art gallery
space and art framing sales offices with all art framing operations to be
performed in regional framing centers to be located throughout the country. By
moving all framing operations to regional framing centers, the Company believes
it will realize substantial economies of scale while providing its customers
with consistent high-quality framing services. The Company further believes that
by combining the art framing business with the fine art gallery business, the
Company will increase the exposure of its individual artists while providing its
customers with exceptional artwork and consistent high-quality framing services
at reasonable prices.
It is not clear whether the Company's concept will prove to be
successful and whether the Company can develop this concept into a chain of
galleries.
At the present time, the Company expects to be an insignificant
participant among art galleries. There are a number of established galleries,
virtually all of which are larger and better capitalized than the Company and/or
have greater personnel resources and technical expertise. In view of the
Company's combined extremely limited financial resources and limited management
availability, the Company believes that it will continue to be at a significant
competitive disadvantage compared to its competitors. There can be no guarantee
that the Company will ever generate substantial revenues or ever be profitable.
5
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EMPLOYEES
The Company employs two part time officers.
TRADE NAMES
The Company plans to file for Trademark applications for use in the
Company's business, but has not yet done so. However, in the event the Company
cannot protect its marks or does not have suitable protection for its marks, the
business of the Company may be adversely affected.
FACILITIES
The Company occupies about one hundred square feet of office space in the
offices of its President, Joshua Shainberg, at 122 East 42nd Street, 17th Floor,
New York, NY 10168. The Company pays no rent for use of this space.
RISK FACTORS
Limited Operating History; Lack of Profitability.
The Company was organized on February 8, 1994, has extremely limited
resources and has had no revenues. The Company's activities to date have
consisted of acquiring a minority interest in Frank Lettau Galleries, Inc.
("FLG"), in 1995. The Company's operations are subject to all the risks inherent
in the establishment and operation of a new business enterprise. The Company has
not achieved profitability.
The Company's prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by companies in their early stages of
growth, which include, but are not limited to, limited access to capital,
competing against companies with strong brand names and better capitalization,
and hiring and retaining qualified personnel. To address these risks, the
Company must, among other things, maintain and increase its customer base,
maintain and develop relationships with suppliers and distributors, implement
and successfully execute its business and marketing strategies, continue to
develop and expand its product line, provide superior customer service and order
fulfillment, respond to competitive developments, and attract, retain and
motivate qualified personnel. There can be no assurance that the Company will
be successful in addressing such risks, and the failure to do so could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Limited Trading Market.
The common stock of the Company presently trades sporadically on the OTC
Pink Sheets and was recently removed from the OTC Bulletin Board market because
it did not timely become reporting Under the Securities Act of 1934 and reaches
the stage of no comments with the staff of the United States Securities and
Exchange Commission with respect to this filing. If delisted from the Bulletin
Board, the Company would trade in the Pink Sheets, but it should be anticipated
that in the event that trading commences in the Pink Sheets, there would be even
less liquidity than is presently available. Presently, there is only a limited
market for the Common Shares of the corporation and there is no assurance that
such a market will continue. Thus, holders of the Company's common stock may
have difficulty in selling their shares in the event they desire to do so. (See
"Description of Securities.")
Need for Additional Financing.
Since the Company has failed to produce a profit and has negative cash
flow, any future acquisitions of art or equity in art galleries will probably
require the Company to raise additional capital. There can be no assurance that
the Company will be able to raise additional funds when needed, or if funds are
available, on terms acceptable to the Company. Further, the cash requirements of
the Company have been met by its President. If the President fails to continue
to supply such cash, the Company would be adversely affected.
6
<PAGE>
Business Dependent Upon Key Employee.
The business of the Company is specialized. The continued employment of
Joshua Shainberg is critical to the Company's art business. There can be no
assurance that the Company will be able to retain Mr. Shainberg or other equally
qualified individuals to run the affairs of the Company. (See "Management") In
the event that the services Mr. Shainberg are not available to the Company the
Company will be materially and adversely affected. See "Business of the
Company".
Competition.
Management is aware of many companies conducting businesses similar to the
business of the Company. These Companies have substantially greater capital
resources, larger staffs and more sophisticated facilities than the Company.
There can be no assurance that the Company will be able to compete successfully
against this competition or that other companies will not enter the Company's
markets and that they will be more successful than the Company. (See "Business
of the Company - Competition.")
No Cumulative Voting - Control by Present Shareholders.
The Company's certificate of incorporation does not provide for cumulative
voting. The present shareholders own approximately 96.7% of the issued and
outstanding Shares and are able to elect all the directors. More specifically,
Joshua Shainberg, the President of the Company, controls the election of all
directors and thus the Company. (See "Principal Shareholders" and "Description
of Securities.")
Dividends.
No dividends have been paid on the Shares and the Company does not
anticipate the payment of cash dividends in the foreseeable future. If the
operations of the Company become profitable, it is anticipated that, for the
foreseeable future, any income received therefrom would be devoted to the
Company's future operations and that cash dividends would not be paid to the
Company's shareholders. (See "Business - Dividend Policy.")
Management Experience.
Joshua Shainberg is the originator of the Company's business concept and
has run the Company since inception. Since this business is relatively new, the
experience of management is a critical component in the potential success of the
business. (See "Management.")
Investments in Art.
The Company has invested its limited funds in an equity interest in an art
gallery. Art as a commodity is subject to the possibility of a decline in its
value, both as a whole investment sector and especially for individual artists
or works. If such an investment is made and the art and collectibles cannot be
resold, or must be resold at a loss, the Company will be materially and
adversely effected. In such transaction the Company is relying upon the
expertise of its controlling shareholder and President, Joshua Shainberg.
7
<PAGE>
Penny Stock Rules.
The Company believes its Common Stock will be subject to the Penny Stock
Rules promulgated under the Securities Exchange Act of 1934 due to its price
being less than $5.00 per share. If the Company were to meet the requirements to
exempt its securities from application of the Penny Stock Rules, there can be no
assurance that such price will be maintained if a market develops and thus the
Penny Stock Rules may come into effect.
These rules regulate broker-dealer practices in connection with
transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the Nasdaq system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system). The Penny Stock Rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document prepared by
the Commission that provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation.
In addition, the Penny Stock Rules require that prior to a transaction in a
penny stock not otherwise exempt from such rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the Company's securities. While the
Company's Common Stock remains subject to the Penny Stock Rules, investors may
find it more difficult to sell such securities.
Possible Rule 144 Sales.
A total of 7,686,025 Shares were issued and outstanding as of the date
of the Memorandum. As of the date hereof 7,500,000 shares are restricted
securities and may be sold in open market transactions in compliance with Rule
144 adopted under the Securities Act, which provides in pertinent part that each
Officer, Director and affiliate, after holding the securities for two years, may
sell every three months in brokerage transactions an amount equal to the greater
of 1% of the Company's outstanding Common Shares or the amount of the average
weekly trading volume, if any, during the four weeks preceding the sale. Sales
under Rule 144 may have a depressive effect on the price of the Common Shares in
the over-the-counter market. (See "Principal Shareholders.") Sales of Shares
owned by insiders may have a depressive effect on the price of the Shares in the
over-the-counter market. (See "Description of Securities.")
Continued Management Control, Limited Time Availability.
Management anticipates devoting up to twenty hours per month to the
business of the Company. The Company's two officers have not entered into
written employment agreements with the Company and are not expected to do so in
the foreseeable future. The Company has not obtained key man life insurance on
either of its officers or directors. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of any of
these individuals would adversely affect development of the Company's business
and its likelihood of continuing operations. See "MANAGEMENT."
Lack Of Diversification.
The Company's proposed operations, even if successful, will in all
likelihood result in the Company engaging in a business which is concentrated in
only one industry. Consequently, the Company's activities will be limited to the
art industry. The Company's inability to diversify its activities into a number
of areas may subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Company's operations.
8
<PAGE>
Regulation.
Although the Company will be subject to regulation under the Securities
Exchange Act of 1934, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940, insofar as the Company is
not engaged in the business of investing or trading in securities. However, the
Company currently has a 15% equity stake in Frank Lettau Galleries, and may
attempt to gain equity positions in other art related companies. In the event
the Company does conclude such transactions, which were to result in the Company
holding passive investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment company and
could be expected to incur significant registration and compliance costs . The
Company has obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject the Company to
material adverse consequences.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE YEARS ENDING DECEMBER 31, 1997 AND 1998 AND FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1998 AND 1999.
The following discussion relates to the results of our operations to date,
and our financial condition:
This prospectus contains forward looking statements relating to our
Company's future economic performance, plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based on the beliefs of, as well as assumptions made by and information
currently known to, our management. The words "expects, intends, believes,
anticipates, may, could, should" and similar expressions and variations thereof
are intended to identify forward-looking statements. The cautionary statements
set forth in this section are intended to emphasize that actual results may
differ materially from those contained in any forward looking statement.
Business activities.
The Company has been dormant since December 31, 1996 except for an equity
investment in the Frank Lettau Galleries, located in New York City. The Company
is in the process of expanding its business activities in the purchasing and
selling of art and antiques for its own account having learned the business as a
result of its business relationship with Frank Lettau Galleries.
During this period, management has continued to finance is activities
through the resources of management and has devoted the majority of its efforts
to initiating the process of the preparing market plans to enter the business of
purchasing art and antiques, obtaining new customers for sale of consulting
services, developing sources of supply, developing and testing its marketing
strategy and finding a management team to begin the process of: completing its
marketing goals; furthering its marketing research and development for its
products; changing the state in which the Company was domiciled from the State
of New York to Delaware completing the documentation for the filing of Form 10
with the Securities and Exchange Commission to become a fully reporting Company
to the SEC. These activities were funded by the Company's management and
investments from stockholders.
The Company has not yet generated sufficient revenues during its limited
operating period of reorganization to fund its ongoing operating expenses, or
fund its marketing plans and product development activities. There can be no
assurance that development of the marketing plans will be completed and fully
tested in a timely manner and within the budget constraints of management and
that the Company's marketing research will provide a profitable path to utilize
the Company's marketing plans. Further investments into market design and
implementation and development, marketing research as defined in the Company's
operating plan will significantly reduce the cost of development, preparation,
and processing of purchases and orders by enabling the Company to effectively
compete in this market place.
9
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During this reorganization period, the Company has been financed through
officer's loans from Joshua Shainberg with the return of its partial investment
in the Frank Lettau Galleries.
Results of Operations for the year ended December 31, 1998 as compared to
the to December 31, 1997.
For the year ended December 31, 1998, the Company generated net sales of
$-0- as compared to $-0- for the year ended December 31, 1997. The Company's
cost of goods sold for the year ended December 31, 1998 was $-0- as compared to
$-0- for the year ended December 31, 1997. The Company's gross profit on sales
was approximately $-0- for the year ended December 31, 1998 as compared to $-0-
for the year ended December 31, 1997.
The Company's general and administrative costs aggregated approximately
$6,203 for the year ended December 31, 1998 as compared to $120,798 for the year
ended December 31, 1997 representing an decrease of $120,595. These expenses
represent bank charges and the payment of fees to the stock transfer agent and
other expenses necessary for the continuation of the business.
Results of Operations for the nine months ended September 30, 1999 as compared
to the nine months ended September 30, 1998.
For the nine months ended September 30, 1999, the Company generated net
sales of $-0- as compared to $-0- for the nine months ended September 30, 1998.
The Company's cost of goods sold for the nine months ended September 30, 1999
was $-0- as compared to $-0- for the nine months ended September 30, 1998. The
Company's gross profit on sales was $-0- for the nine months ended September 30,
1999 as compared to $-0- for the nine months ended September 30, 1998.
The Company's general and administrative costs aggregated approximately
$48,896 for the nine months ended September 30, 1999 as compared to $6,203 for
the nine months ended September 30, 1998 representing a increase of $45,140.
This increase represents essentially consulting fees paid to Joshua Shainberg
for the time spent doing the marketing research, planning and reorganization of
the business for its entry into the art and antiques field of business.
Liquidity and Capital Resources.
The Company decreased cash by $622 at December 31, 1998 to a cash balance
of $774 at September 30, 1999. Working capital at December 31, 1998 and
September 30, 1999 was negative at $16,379 and $65,275 respectively. For the
year ended December 31, 1998 and for the nine months ended September 30, 1999,
working capital was provided by management for the payment of expenses. At
December 31, 1998 and September 30, 1999, the Company continued to be funded
through officer loan balances aggregating $17,001 and $54, 49 respectively.
Management believes that it will be able to fund the Company through the
continuation of the Company's reorganization process until the Company's
marketing strategy of entering the art and antique business is in place.
Known trends, events or uncertainties that could be reasonably likely to
have a material adverse effect on the businesses of the Company and may thereby
materially impact the Company's short-term or long-term liquidity and/or net
sales, revenues or income from continuing operations are expected to be seasonal
and the continuation and availability of inventory from present and future
vendors at prices that will permit the Company to operate at and improved gross
profit levels; Federal Securities regulations that may effect the ability the
ability for the Company to complete its marketing strategy and a favorable
environment in which the Company will conduct its consulting activities.
Management believes that it will be able to fund the Company through
officer loans until the Company has developed the business of the Company and is
experiencing positive cash flows.
Thereafter, if cash generated from operations is insufficient to satisfy
the Company's working capital and capital expenditure requirements, the Company
may be required to sell additional equity or debt securities or obtain
additional credit facilities. There can be no assurance that such financing, if
required, will be available on satisfactory terms, if at all.
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Year 2000 Issues
The Company has completed its assessment of Year 2000 compliance with
respect to its products that are currently being sold to customers and has
concluded that all significant products are compliant. With respect to third
parties, the Company is in the process of identifying and contacting its
significant suppliers to determine the extent to which the Company may be
vulnerable to such third parties' failure to address their own year 2000 issues.
As a result, the Company's assessment will be substantially dependent on
information provided by third parties. The Company expects to materially
complete this assessment process by the third quarter of this fiscal year. Based
upon the Company's current estimates, additional out-of-pocket costs associated
with its Year 2000 compliance are expected to be immaterial. Such costs do not
include internal management time, which is not expected to be material to the
Company's results of operations or financial condition.
The Company believes that its most significant risk with respect to Year
2000 issues relates to the performance and readiness status of third parties. As
with all manufacturing and wholesale companies, a reasonable worst case Year
2000 scenario would be the result of failures of third parties (including
without limitation, governmental entities, utilities and entities with which the
Company has no direct involvement) that negatively impact the Company's
inventory supply chain or ability to provide products to customers or the
ability of customers to purchase products, or events affecting regional,
national or global economies generally. The impact of these failures cannot be
estimated at this time; however, the Company is considering contingency plans to
limit, to the extent possible, the financial impact of these failures on the
Company's results of operations. Any such plans would necessarily be limited to
matters over which the Company can reasonably control.
Item 3. DESCRIPTION OF PROPERTY
The Registrant has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of its President,
Joshua Shainberg, at 122 E. 42nd Street, New York, NY. at no cost to the Company
and the Company expects this arrangement to continue until the Company develops
a positive cash flow. This arrangement is a verbal understanding between Mr.
Shainberg and the Company's Board of Directors.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of Common Stock as of September 30, 1999, by
(i) each Director of the Company, (ii) each executive officer of the Company,
(iii) all directors and executive officers as a group, and (iv) each person
known to the Company to be the beneficial owner of more than 5% of its
outstanding shares of Common Stock.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------
Percentage
Directors and Executive Officers Shares Held Owned (1)
- - -------------------------------- ----------- ---------
<S> <C> <C>
Joshua Shainberg (2)
122 East 42nd Street
New York, NY 6,000,000 78.1%
Abraham Shainberg 1,500,000(2) 19.5%
Secretary/Treasurer
Director
122 East 42nd Street
New York, NY
As a group 7,500,000 97.6%
(2 persons)
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<PAGE>
<FN>
(1) Percentage of ownership is based on 7,686,025 shares of Common Stock
issued and outstanding as of December 31, 1999.
(2) Includes 300,000 shares which had been transferred to Furio Maglione but
are now being held by the Company's transfer agent pursuant to a court
order pending final resolution. See Item 2 of Part II, Legal Proceedings
</FN>
</TABLE>
Item 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The Board of Directors of the Company is comprised of only one class of
director. Each director is elected to hold office until the next annual meeting
of shareholders and until his successor has been elected and qualified.
Officers are elected annually by the Board of Directors and hold office until
successors are duly elected and qualified. The following is a brief account of
the business experience of each director and executive officer of the Company.
Joshua and Abraham Shainberg are brothers.
The position(s) held by each Officer and Director of the Company are shown
on the following table. Each Director has held office since February 10, 1994
and will serve for one year or until the next annual meeting of the Company's
Shareholders and until a successor is elected and has qualified. The Company is
presently trying to find a third director.
<TABLE>
<CAPTION>
Age Position
<S> <C> <C>
Joshua Shainberg 43 President, Director
Abraham Shainberg 46 Secretary, Director
</TABLE>
Joshua Shainberg is President of the Company and has been since January,
1997. He has served as a director since February 10, 1994. Mr. Shainberg has
also been engaged is real estate development, primarily in Quebec, Canada, and
Florida, since January, 1997. From 1984 to 1996, he also was a stock broker.
Abraham Shainberg has been the Secretary and Treasurer of the Company and a
director since inception. Since February 10, 1994. Mr. Shainberg has been
involved as a consultant and entertainment lawyer specializing in motion
pictures. He was previously a principal in the Art Gallery of Neuman/Shainberg
Galleries. Mr. Shainberg was Public Relations and VP of Marketing for Alperin
and Kovant Ad Agency, from August, 1992 to July, 1993 served as Executive
Director of The Diamond Dealers Club from June, 1978 to June, 1992. Mr.
Shainberg holds a Juris Doctor Degree from Saint Johns University, New York,
1978.
12
<PAGE>
Item 6. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid during the fiscal year
ended December 31, 1998, to the Company's Chief Executive Officer and each of
the Company's officers and directors. No person received compensation equal to
or exceeding $100,000 in fiscal 1998 and no bonuses were awarded during fiscal
1998.
<TABLE>
<CAPTION>
Annual Compensation Awards Payouts
------------------------------ ------------------------- ---------
Other All
Annual Restricted Securities Other
compen- Stock Underlying LTIP Compen-
sation Award(s) Options/SAR Payouts sation
Name and Principal Position Year Salary ($) Bonus ($) ($) ($) (#) ($) ($)
- - ---------- ---- ---------- --------- ------- ----------- ------------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joshua Shainberg
President,
and
Director 1998 -0- -0-
1997 -0- (1) -0-
1996 -0-
Abraham Shainberg.
Director 1998 -0- -0-
Secretray 1997 -0- (1) -0-
Treasurer 1996 -0-
<FN>
(1) No Board of Directors' fees have been paid.
</FN>
</TABLE>
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's Common Stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
CERTAIN BUSINESS RELATIONSHIPS
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's Common Stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
13
<PAGE>
Item 8. DESCRIPTION OF SECURITIES
The Company's authorized capital consists of 10,000,000 shares of common
stock, $0.001 par value per share, of which 7,686,025 are issued and
outstanding. Each holder of record of Common Stock is entitled to one vote for
each share held on all matters properly submitted to the shareholders for their
vote. Cumulative voting is not authorized by the Articles of Incorporation.
Holders of outstanding Common Stock are entitled to those dividends
declared by the Board of Directors out of legally available funds, and, in the
event of liquidation, dissolution or winding up of the affairs of the Company,
holders are entitled to receive ratably the net assets of the Company available
to the shareholders. Holders of outstanding Common Stock have no preemptive,
conversion or redemptive rights. All of the issued and outstanding shares of
Common Stock are, and all unissued shares of Class A Common Stock when offered
and sold will be, duly authorized, validly issued, fully paid and
non-assessable. To the extent that additional shares of Common Stock are issued,
the relative interests of the then existing shareholders may be diluted.
DIVIDEND POLICY
Holders of Common Stock are entitled to dividends in the discretion of the
Board of Directors and payment thereof will depend upon, among other things, the
Company's earnings, its capital requirements and its overall financial
condition. The Company has not paid any cash dividends on its Common Stock since
inception and intends to follow a policy of retaining any earnings to finance
the development and growth of its business. Accordingly, it does not anticipate
the payment of cash dividends in the foreseeable future.
TRANSFER AGENT
The Company uses Old Monmouth Stock Transfer Company to act as its transfer
agent for its Common Stock. The Company acts as transfer agent for all of its
other securities.
INTEREST OF NAMED EXPERTS AND COUNSEL
The financial statements of the Company at December 31, 1998, included in
this Disclosure Statement, have been audited by Thomas P. Monahan, P.C. as
indicated in their report with respect thereto and are included herein in
reliance upon authority of said firm as experts in giving said reports.
CERTAIN TRANSACTIONS
ICT Technologies, Inc., (the "Company") was formed under the laws of
Delaware on May 27, 1999 and is authorized to issue 10,000,000 shares of common
stock, $0.001 par value each. The Company was formed to reorganize the business
affairs and the domicile of ICT Technologies, Inc., a corporation formed under
the laws of New York on February 8, 1994, ("ICT NY"). On February 10, 1994 ICT
NY's Board of Directors approved the issuance of 1,490,000 shares to Mr.
Shainberg and 10,000 shares to Mr. Joseph Rivieccio, an officer of the company,
as consideration for organizational expense, computer equipment and test
equipment and services valued at $25,000.
At that time, the authorized capital of ICT NY was only 200 shares. ICT NY
resolved at that meeting to increase the authorized capital to not less than
5,000,000 shares and this was also approved by the shareholders on the same
date. On June 29, 1994, ICT NY filed an Amendment to its Certificate of
Incorporation changing the Company's authorized capital from 200 no par value
common shares to 1,700,000 shares of common stock, each having a par value of
$.01. Subsequent thereto on _***____________, the Company further amended its
Articles of Incorporation to authorize the issuance of up to 10,000,000 common
shares having a par value of $0.001 per share.
14
<PAGE>
PART II
Item 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
Market for Common Stock
The Company's Common Stock is quoted on the OTC Bulletin Board under the
symbol "ICTT." The following table sets forth the high and low bid prices as
reported by FinancialWeb.com, Inc. for the periods ending September 30, 1999 and
prior. These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions, and may not reflect actual transactions. As of
September 30, 1999 there were 253 shareholders of Common Stock.
<TABLE>
<CAPTION>
High Low
----- ----
1999
- -----
<S> <C> <C>
Fourth Quarter $6.00 $1.00
Third Quarter 8.00 3.00
Second Quarter 8.50 2.00
First Quarter 3.75 1.25
1998
- -----
Fourth Quarter 3.00 1.00
Third Quarter 3.00 1.25
Second Quarter 3.50 1.00
First Quarter 4.00 1.25
1997
- -----
Fourth Quarter 4.85 0.75
Third Quarter 10.00 1.50
Second Quarter 4.50 0.50
First Quarter 4.00 0.75
1996
</TABLE>
Dividends
The Company has never declared or paid any cash dividends on its capital
stock. The Company currently intends to retain all available funds and any
future earnings of its business for use in the operation of its business and
does not anticipate paying any cash dividends in the foreseeable future. The
declaration, payment and amount of future dividends, if any, will depend upon
the future earnings, results of operations, financial position and capital
requirements of the Company, among other factors, and will be at the sole
discretion of the Board of Directors.
Item 2. LEGAL PROCEEDINGS
In May of 1999 the Company and Joshua Shainberg brought a breach of
contract suit against Furio Maglione and 9008-9657 Quebec Corp (AKA Gyros) in
The United States District Court, District of New Jersey, Docket #C 99 2058
(AMW). As a result of this litigation, 300,000 shares previously held by Mr.
Maglione are being held by the Company's transfer agent subject to an order
preventing their transfer until further court order. Although Mr. Maglione has
not taken any action regarding this matter since the date of the court order,
the Company anticipates that he will attempt to regain control of those shares
at some point in the future. The Company intends to petition the court to have
the shares returned to their original shareholder, Abraham Shainberg, a Director
and Treasurer of the Company, at some as of yet undecided point in the future.
The are no other material legal proceedings pending or, to the Company's
knowledge, threatened against the Company.
15
<PAGE>
Item 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There have been no changes in, and no disagreements with, the Company's
public accountants.
Item 4. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years the only sale of securities by the Company was
the sale in 1997 to the Company's President, Joshua Shainberg, pursuant to
Section 4(2) of the Securities Act of 1933, as amended, of 6,000,000 shares of
the Company's common stock in exchange for debt forgiveness of $180,000. The
debt arose from monies due to Mr. Shainberg for consulting services.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws, grants indemnification to the Company's officers and
directors, present and former, for expenses incurred by them in connection with
any proceeding that they are involved in by reason of their being or having been
an officer or director of the Company. The person being indemnified must have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company.
Insofar as indemnification for liability arising under the Securities Act
may be permitted to directors or officers the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director or officer of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director or officer in connection with the securities being registered, the
Company will, unless in the opinion of its legal counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
16
<PAGE>
PART F/S
FINANCIAL STATEMENTS.
Attached are audited financial statements for the Company for the period
ended December 31, 1997. The following financial statements are attached to
this report and filed as a part thereof. See pages F-1 through F-8.
1) Table of Contents - Financial Statements
2) Report of Independent Certified Public Accountants
3) Balance Sheet
4) Statement of Operations
5) Statement of Changes in Stockholders' Equity
6) Statement of Cash Flows
7) Notes to Financial Statements
17
<PAGE>
PART IV
ITEM 1. EXHIBIT INDEX.
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ------------------------------ ----------------------------
(2) Articles of Incorporation
and Bylaws:
2.1 Articles of Incorporation Filed electronically herewith
2.2 Bylaws Filed electronically herewith
(10)(a) Consents - Experts:
10.1 Consent of Thomas P. Monahan Filed electronically herewith
27 Financial Data Schedule Filed herewith electronically
18
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ICT TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Certified Public Accountants F-2
Financial Statements:
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Stockholders'
Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
THOMAS P. MONAHAN
THOMAS MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(201) 790-8775
Fax (201) 790-8845
To The Board of Directors and Shareholders
of ICT Technologies, Inc.
I have audited the accompanying balance sheet of ICT Technologies, Inc. as of
December 31, 1998 and the related statements of operations, cash flows and
shareholders' equity for the years ending December 31, 1997 and 1998. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of ICT Technologies, Inc. as of
December 31, 1998 and the results of its operations, shareholders equity and
cash flows for the years ending December 31, 1997 and 1998 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that ICT
Technologies, Inc. (a development stage company) will continue as a going
concern. As more fully described in Note 2, the Company has incurred operating
losses since the date of reorganization and requires additional capital to
continue operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans as to these
matters are described in Note 2. The financial statements do not include any
adjustments to reflect the possible effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of ICT Technologies, Inc. to continue as
a going concern.
/s/Thomas Monahan
Thomas P. Monahan, CPA
September 10, 1999
Paterson, New Jersey
F-2
<PAGE>
<TABLE>
<CAPTION>
ICT Technologies, Inc.
BALANCE SHEET
December 31, 1998 September 30, 1999
Assets
Current assets
<S> <C> <C>
Cash $622 $ 774
--- ----
Current assets 622 774
Other assets
Equity Investment 150,000 150,000
------- -------
Total other assets 150,000 150,000
------- -------
Total assets $150,622 $150,774
======= =======
Liabilities and Stockholders' Equity
Current liabilities
Accrued expenses $6,000 $12,000
Officer loans 11,001 54,049
------ ------
Total liabilities 17,001 66,049
Stockholders' equity
Common Stock authorized 10,000,000 shares, $0.001 Par value each. At December
31, 1998 and September 30, 1999,there are 7,686,025 and 7,686,025 shares
outstanding
respectively. 7,686 7,686
Additional paid in capital 1,168,110 1,168,110
Deficit accumulated during
development stage (1,042,175) (1,091,071)
--------- ---------
Total stockholders' equity 133,621 84,725
--------- ---------
Total liabilities and
stockholders' equity $150,622 $150,774
========= =========
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ICT Technologies, Inc.
STATEMENT OF OPERATIONS
For the nine For the nine
For the For the months ended months ended
December 31, December 31, September 30, September 30,
1997 1998 1998 1999
Unaudited Unaudited
----------- ----------- ------------- ----------
<S> <C> <C> <C> <C>
Revenue $-0- $-0- $-0- $-0-
Costs of goods sold -0- -0- -0- -0-
---- ---- ---- ----
Gross profit -0- -0- -0- -0-
Operations:
General and
administrative 798 6,203 6,203 48,896
Non cash compensation 120,000
Depreciation -0- -0- -0- -0-
------- ----- ----- ------
Total expense 120,798 6,203 6,203 48,896
Net loss $(120,798) $(6,203) $(6,203) $(48,896)
======== ===== ===== ======
Net income (loss)
per share -basic $(0.02) $(0.00) $(0.00) $(0.05)
===== ===== ==== ====
Weighted average
Number of shares
outstanding-basic 7,686,025 7,686,025 7,686,025 7,686,025
========= ========= ========= =========
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ICT Technologies, Inc.
STATEMENT OF CASH FLOWS
For the nine For the nine
For the For the months ended months ended
December 31, December 31, September 30, September 30,
1997 1998 1998 1999
Unaudited Unaudited
----------- ----------- ------------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net income (loss) $(120,798) $(6,203) $(6,203) $(48,896)
Non cash compensation 120,000
Depreciation -0- -0- -0- -0-
Changes in operating
assets and liabilities
Accrued liabilities 6,000 6,000 6,000
-------- ----- ------ ------
TOTAL CASH FLOWS
FROM OPERATIONS (798) (203) (203) (42,896)
CASH FLOWS FROM FINANCING ACTIVITIES
Officer loan payable (179,486) 792 236 43,048
Sale of common stock 180,000
------- ---- ------ ------
TOTAL CASH FLOWS FROM
FINANCING ACTIVITIES 514 792 236 43,048
NET INCREASE
(DECREASE) IN CASH (284) 589 (33) 152
)
CASH BALANCE
BEGINNING OF PERIOD 317 33 33 622
------ ---- --- -----
CASH BALANCE END OF PERIOD $33 $622 $-0- $774
====== ==== === =====
Non cash activities
Issuance of shares of
common stock in
consideration for
consulting fees 120,000
F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ICT Technologies, Inc.
STATEMENT OF STOCKHOLDERS EQUITY
Additional
paid in Deficit accumulated
Date Common Stock Common Stock capital development stage Total
Open balances
<S> <C> <C> <C> <C> <C> <C>
January 1, 1997 1,686,025 $1,686 $ 994,110 $(915,174) $80,622
Issuance of shares
in consideration for
accrued salary and
expenses paid on
behalf of the Company 6,000,000 6,000 $174,000 180,000
Net loss (120,798) (120,798)
--------- ----- --------- -------- -------
Balances
December 31, 1997 7,686,025 7,686 1,168,110 (1,035,972) 139,824
Net loss (6,203) (6,203)
--------- ----- --------- -------- -------
Balances
December 31, 1998 7,686,025 7,686 1,168,110 (1,042,175) 133,621
Unaudited
Net loss (48,896) (48,896)
--------- ----- --------- -------- -------
Balances
September 30, 1999 7,686,025 $7,686 $1,168,110 $(1,091,071) $84,725
========= ===== ========= ========== ======
F-6
</TABLE>
<PAGE>
ICT Technologies, Inc.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
Note 1. Organization of Company and Issuance of Common Stock
a. Creation of the Company
ICT Technologies, Inc., (the "Company") was formed under the laws of
Delaware on May 27, 1999 and is authorized to issue 10,000,000 shares of common
stock, $0.001 par value each.
b. Description of the Company
The Company was formed to reorganize the business affairs and the domicile of
ICT Technologies, Inc., a corporation formed under the laws of New York on
February 8, 1994, ("ICT NY"). The Company has an equity ownership in the Frank
Lettau Galleries, Inc., New York, New York and desires to expand the
relationship and buy and sell investment grade art and antiques for its own
account.
c. Issuance of Shares of Common Stock
In 1997, the Company sold 6,000,000 shares of common stock for $0.03 per share
to Joshua Shainberg in Consideration for an offset of $120,000 in monies due Mr.
Shainberg and $60,000 in consulting fees due Mr. Shainberg.
Note 2-Summary of Significant Accounting Policies
a. Basis of Financial Statement Presentation
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$1,091,071 for the period from inception of ICT NY February 8, 1994, to
September 30, 1999. These factors indicate that the Company's continuation as a
going concern is dependent upon its ability to obtain adequate financing. To
date the Company's day to day expenses are being paid by the officers of the
Company. The Company is seeking to develop business activities relating to the
buying and selling of art and antiques. The Company has an equity interest in an
art and antique dealer in New York City and is seeking to expand its business
activities. The Company will require substantial additional funds to finance its
business activities on an ongoing basis and will have a continuing long-term
need to obtain additional financing. The Company's future capital requirements
will depend on numerous factors including, but not limited to, continued
progress developing its source of inventory of art and antiques and initiating
marketing penetration. The Company plans to engage in such ongoing financing
efforts on a continuing basis.
The financial statements presented consist of the balance sheet of the Company
as at December 31, 1998 and the related statements of operations and cash flows
for the years ending December 31, 1997 and 1998. The unaudited financial
statements presented consist of the balance sheet of the Company as at September
30, 1999 and the related statements of operations and cash flows for the six
months ended September 30, 1998 and 1999.
b. Cash and cash equivalents
The Company treats cash equivalents which includes temporary
investments with a maturity of less than three months as cash.
c. Revenue recognition
Revenue is recognized when products are shipped or services are rendered.
d. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Significant Concentration of Credit Risk
At December 31, 1998 and September 30, 1999, the Company has concentrated its
credit risk by maintaining deposits in several banks. The maximum loss that
could have resulted from this risk totaled $-0- which represents the excess of
the deposit liabilities reported by the banks over the amounts that would have
been covered by the federal insurance.
f. Recent Accounting Standards
Accounting for Derivative Instruments and Hedging Activities Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133) was issued in June 1998. It is effective for
all fiscal years beginning after June 15, 1999. The new standard requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivatives
and whether they qualify for hedge accounting. The key criterion for hedge
accounting is that the hedging relationship must be highly effective in
achieving offsetting changes in fair value or cash flows. The Company does not
currently engage in derivative trading or hedging activity. The Company will
adopt SFAS 133 in the fiscal year ending December 31, 2000, although no impact
on operating results or financial position is expected.
Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use
In March of 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". SOP 98-1 requires computer
software costs associated with internal use software to be charged to operations
as incurred until certain capitalization criteria are met. SOP 98-1 is effective
beginning January 1, 1999. The Company is currently assessing the impact that
adoption of this statement will have on consolidated financial position and
results of operations.
g. Unaudited financial information
In the opinion of Management, the accompanying unaudited financial
statements contain all adjustments (consisting only of normal recurring items)
necessary to present fairly the financial position of the Company as of
September 30, 1999 and the results of its operations and its cash flows for the
nine months ended September 30, 1998 and 1999. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the SEC's rules and regulations of the Securities and Exchange
Commission. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year.
Note 3 - Reorganization of the Company
On June 30, 1999, the Company exchanged on a one for one basis shares
of its common stock for all the issued and outstanding shares of common stock of
ICT NY. The transaction has been accounted for as a transfer and is accounted
for as if a pooling of interests had occurred using historic costs with the
recording of the net assets acquired at their historical book value with
restatement of periods prior to the reorganization on a combined basis.
Note 4 - Equity Investment
In 1995, the Company advanced Frank Lettau Galleries ("Gallery") of New York,
New York $300,000. As of December 31, 1995, the Company used this amount as the
purchase price of a 15% equity interest in the Gallery. In 1996, the Company
received a return of $150,000 by Frank Lettau and reduced the value of its
equity interest to $150,000 while still maintaining its 15% equity interest.
Note 5 - Related Party transactions
a. Issuance of Shares of Common Stock
In 1997, the Company sold 6,000,000 shares of common stock for $0.03 per share
to Joshua Shainberg in Consideration for an offset of $120,000 in monies due Mr.
Shainberg and $60,000 in consulting fees due Mr. Shainberg.
b. Office Location
The Company occupies office space at the office of the President located at 122
East 42nd Street, 17th Floor, New York, New York 10168 for a monthly rental of
$250.
c. Corporate Relationships
Joshua Shainberg, President of the Company and Abraham Shainberg, Secretary
Treasurer of the Company are brothers.
Note 6 - Commitments and Contingencies
At December 31, 1998 and September 30, 1999, the Company has not entered into
any contracts or commitments.
Note 7 - Income Taxes
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of December 31, 1998 and September 30,
1999, the Company had no material current tax liability, deferred tax assets, or
liabilities to impact on the Company's financial position because the deferred
tax asset related to the Company's net operating loss carryforward and was fully
offset by a valuation allowance.
At September 30, 1999, the Company has net operating loss carry forwards for
income tax purposes of $1,091,071. This carryforward is available to offset
future taxable income, if any, and expires in the year 2010. The Company's
utilization of this carryforward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent.
The components of the net deferred tax asset as of September 30, 1998 are as
follows:
Deferred tax asset:
Net operating loss carry forward $ 370,964
Valuation allowance $(370,964)
--------
Net deferred tax asset $ -0-
The Company recognized no income tax benefit for the loss generated in the
period from inception, February 8, 1994, to September 30, 1999. SFAS No. 109
requires that a valuation allowance be provided if it is more likely than not
that some portion or all of a deferred tax asset will not be realized. The
Company's ability to realize benefit of its deferred tax asset will depend on
the generation of future taxable income. Because the Company has yet to
recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.
Note 8 - Business and Credit Concentrations
The amount reported in the financial statements for cash approximates fair
market value. Because the difference between cost and the lower of cost or
market is immaterial, no adjustment has been recognized and investments are
recorded at cost.
Financial instruments that potentially subject the company to credit risk
consist principally of trade receivables. Collateral is generally not required.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized.
ICT TECHNOLOGIES, INC.
Date: January 25, 2000 By:/s/Joshua Shainberg
Joshua Shainberg, President and Director
Date: January 25, 2000 By:/s/Abraham Shainberg
Abraham Shainberg, Secretary,
Treasurer and Director
<PAGE>
EX-2.1
ARTICLES OF INCORPORATION
Certificate of Incorporation
Of
ICT Technologies, Inc.
FIRST: The name of the corporation is: ICT Technologies, Inc.
SECOND: The address of the registered office of the corporation in the State
of Delaware is located at 9 East Lookerman St., SUite 205, Treadway
Towers, Dover, DE 19901, County of Kent. The name of the registered
agent at that address is Business Filings International, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the
Delaware General Corporation Law.
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is ten million shares of common stock having one
tenth of a cent ($.001) par value.
FIFTH: A director of the corporation shall not be liable to the corporation
or the stockholders for monetary damages for breach of fiduciary duty
as a director of this corporation to the fullest extent of the laws of
Delaware.
SIXTH: The name and address of the incorporator is Business Filings
Incorporated, 214 North Henry, Suite 201, Madison, WI 53703.
SEVENTH: The name and address of the initial director of the corporation is:
Joshua Shainberg, 156 Main St., Hackensack, NJ 07601.
I, the undersigned, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware do make, file, and record
this Certificate of Incorporation and do certify that the facts herein are true.
/s/Richard Oster
- ------------------------------
Richard Oster, Vice-President
Business Filings Incorporated Dated: May 27, 1999
State of Delaware
Secretary of State
Division of Corporations
Filed 04:30 PM 05/27/1999
991213672-3048457
<PAGE>
EX-2.2
ARTICLES OF INCORPORATION
BY-LAWS OF ICT TECHNOLOGIES, INC.
ARTICLE I - OFFICES
1. The registered office of the corporation shall be as designated in the
Certificate of Incorporation of ICT Technologies, Inc. (hereinafter referred to
as "ICT" or the "corporation"), unless changed by resolution of the
corporation's Board of Directors.
2. The corporation may also have offices at such other places as-the Board
of Directors may from time to time appoint or the business of the corporation
may require.
ARTICLE II - SEAL
1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware".
ARTICLE III - SHAREHOLDERS' MEETING
1. Meetings of the shareholders shall be held at the office of the
corporation at 17th Floor, 122 E. 42nd Street, NY, NY 10168, or at such other
place or places, either within or without the State of Delaware, as may from
time to time be selected.
2. The annual meeting of the shareholders, shall be held on the second
Saturday of February in each year, if not a legal holiday, and if a legal
holiday, then on the next secular day following at 10:00 o'clock a.m. when they
shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting. If the annual meeting shall not be
called and held during any calendar year, any shareholder may call
<PAGE>
such meeting at any time thereafter.
3. The presence, in person or by proxy, of shareholders entitled to cast at
least a majority of the votes which all shareholders are entitled to cast on the
particular matter shall constitute a quorum for the purpose of considering such
matter, and, unless otherwise provided by statute, the acts, at a duly organized
meeting, of the shareholders present, in person or by proxy, entitled to cast at
least a majority of the votes which all shareholders present are entitled to
cast shall be the acts of the shareholders. The shareholders present at a duly
organized meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum. Adjournment,
or adjournments, of any annual or special meeting may be taken but any meeting
at which directors are to be elected shall be adjourned only from day to day, or
for such longer periods not exceeding fifteen days each, as may be directed by
shareholders who are present in person or by proxy and who are entitled to cast
at least a majority of the votes which all such shareholders would be entitled
to cast at an election of directors until such directors have been elected. If a
meeting cannot be organized because a quorum has not attended, those present
may, except as otherwise provided by statute, adjourn the meeting to such time
and place as they may determine, but in the case of any meeting called for the
election of directors, those who attend the second of such adjourned meetings,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors.
<PAGE>
4. Every shareholder entitled to vote at a meeting of shareholders, or
to express consent or dissent to corporate action in writing without a meeting,
may authorize another person or persons to act for him by proxy. Every proxy
shall be executed in writing by the shareholders, or by his duly authorized
attorney in fact, and filed with the Secretary of the corporation. A proxy,
unless coupled with an interest, shall be revocable at will, notwithstanding any
other agreement or any other provision in the proxy to the contrary, but the
revocation of a proxy shall not be effective until notice thereof has been given
to the Secretary of the corporation. No unrevoked proxy shall be valid after
eleven months from the date of its execution, unless a longer time is expressly
provided therein, but in no event shall a proxy, unless coupled with an interest
be voted on after three years from the date of its execution. A proxy shall not
be revoked by the death or incapacity of the maker unless before the vote is
counted or the authority is exercised, written notice of such death or
incapacity is given to the Secretary of the corporation. A shareholder shall not
sell his vote or execute a proxy to any person for any sum of money or anything
of value. A proxy coupled with an interest shall include an unrevoked proxy in
favor of a creditor of a shareholder and such proxy shall be valid so long as
the debt owed by him to the creditor remains unpaid. Elections for directors
need not be by ballot, except upon demand made by a shareholder at the election
and before the voting begins. Cumulative voting shall not be allowed. No share
shall be voted at any meeting upon which any installment is due and unpaid.
<PAGE>
5. Written notice of the annual meeting shall be given to each shareholder
entitled to vote thereat, at least five (5) days prior to the meeting.
6. In advance of any meeting of shareholders, the Board of Directors may
appoint judges of election, who need not be shareholders, to act at such meeting
or any adjournment thereof. If judges of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
proxy shall, make such appointment at the meeting. The number of judges shall be
one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present and entitled to vote
shall determine whether one or three judges are to be appointed. On request of
the chairman of the meeting, or of any shareholder or his proxy, the judges
shall make a report in writing of any challenge or question or matter determined
by them, and execute a certificate of any fact found by them. No person who is a
candidate for office shall act as a judge.
7. Special meetings of the shareholders may be called at any time by the
President, or the Board of Directors, or shareholders entitled to cast at least
one-fifth of the votes which all shareholders are entitled to cast at the
particular meeting. At any time, upon written request of any person or persons
who have duly called a special meeting, it shall be the duty of the Secretary to
fix the date of the meeting, to be held not more than sixty days after the
receipt of the request, and to give due notice thereof. If the Secretary shall
neglect or refuse
<PAGE>
to fix the date of the meeting and give notice thereof, the person
or persons calling the meeting may do so.
8. Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all
shareholders.entitled to vote are present and consent.
9. Written notice of a special meeting of shareholders stating the time and
place and object thereof, shall be given to each shareholder entitled to vote
thereat at least five (5) days before such meeting, unless a greater period of
notice is required by statute in a particular case.
10. The officer or agent having charge of the transfer books shall make at
least five days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list shall be
subject to inspection by any shareholder, at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting, and shall be subject to the inspection of any shareholder during
the whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this state, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book, or to vote in person or by proxy, at any meeting of shareholders.
<PAGE>
ARTICLE IV - DIRECTORS
1. The business of this corporation shall be managed by its Board of
Directors, which shall initially be composed of a sole member, but which may be
increased up to eleven members. The directors need not be residents of this
state or shareholders in the corporation. They shall be elected by the
shareholders, at the annual meeting of shareholders of the corporation, and each
director shall be elected for the term of one year and until his successor shall
be elected and shall qualify. Whenever there are three or more shareholders,
there must be at least three directors. The number of directors may be increased
or decreased within the limits set forth hereinabove by majority vote of the
Board of Directors. In the event that a vacancy occurs on the Board of
Directors, the remaining directors may fill that vacancy by appointing by
majority vote a replacement director who shall serve until his successor is
elected and qualified.
2. In addition to the powers and authorities by these ByLaws expressly
conferred upon them, the Board may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
or by these ByLaws directed or required to be exercised or done by the
shareholders.
3. The meetings of the Board of Directors may be held at such place
within this state, or elsewhere, as a majority of the directors may from time to
time appoint, or as may be designated in the notice calling the meeting.
4. Each newly elected Board may meet at such place and time as shall be
fixed by the shareholders at the meeting at which
<PAGE>
such directors are elected and no notice shall be necessary to the newly elected
directors in order legally to constitute the meeting, or they may meet at such
place, and time as may be fixed by the con ent in writing of all directors.
5. Regular meetings of the Board shall be held without notice on the second
Saturday in February of each year at 10:30 a.m. at the registered office of the
corporation, or at such other time and place as shall be determined by the
Board.
6. Special meetings of the Board may be called by the President on five
days notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of a majority of the directors in
office.
7. A majority of the directors in office shall be necessary to constitute a
quorum for the transaction of business, and the Acts of a majority of the
directors present at a meeting at which a quorum is present shall be the acts of
the Board of Directors. Any action which may be taken at a meeting of the
directors may be taken without a meeting if a consent or consents in writing,
setting forth the action so taken, shall be signed by all of the directors and
shall be filed with the Secretary of the corporation..
8. Directors as such, shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board PROVIDED, that nothing herein contained shall be construed
to preclude any
<PAGE>
director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE V - OFFICERS
1. The executive officers of the corporation shall be chosen by the
directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also choose a Vice President and such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms and shall
have such authority and shall perform such duties as from time to time shall be
prescribed by the Board. Any number of offices may be held by the same person.
It shall not be necessary for the officers to be directors.
2. The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.
3. The officers of the corporation shall hold office for one year and until
their-successors are chosen and have qualified. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board oi Directors
whenever in its judgment the best interests of the corporation will be served
thereby.
4. The President shall be the chief executive officer of the corporation;
he shall preside at all meetings of the shareholders and directors; he shall
have general and active management of the business of the corporation, shall see
that all orders and resolutions of the Board are carried into effect, subject,
however, to the right of the directors to delegate any specific powers, except
such as may be by statute exclusively conferred on
<PAGE>
the President, to any other officer or officers of the corporation. He shall
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the corporation. He shall be EX-OFFICIO a member of all committees, and shall
have the general powers and duties of supervision and management usually vested
in the office of President of a corporation.
5. The Secretary shall attend all sessions of the Board and all meetings of
the shareholders and act as clerk thereof, and record all the votes of the
corporation and the minutes of all its transactions in a book to be kept for
that purpose; and shall perform like duties for all committees of the Board of
Directors when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
and under whose supervision he shall be. He shall keep in safe custody the
corporate seal of the corporation, and when authorized by the Board, affix the
same to any instrument requiring it.
6. The Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall disburse the funds
of the corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as
<PAGE>
Treasurer and of the financial condition of the corporation.
ARTICLE VI VACANCIES
1. If the office of any officer or agent, one or more, becomes vacant for
any reason, the Board of Directors may choose a successor or successors, who
shall hold office for the unexpired term in respect of which such vacancy
occurred.
2. Vacancies in the Board of Directors, including vacancies resulting from
an increase in the number of directors, shall be filled by a majority of the
remaining members of the Board though less than a quorum, and each person so
elected shall be a director until his successor is elected by the shareholders,
who may make such election at the next annual meeting of the shareholders or at
any special meeting duly called for that purpose and held prior thereto.
ARTICLE VII CORPORATE RECORDS
1. There shall be kept at the registered office or prin-
cipal place of business of the corporation an, original or duplicate record of
the proceedings of the shareholders and of the directors, and the original or a
copy of its By-Laws, including all amendments or alterations thereto to date,
certified by the Secretary of the corporation. An original or duplicate share
register shall also be kept at the registered office or principal place of
business or at the office of a transfer agent or registrar, giving the names of
the shareholders, their respective addresses and the number and classes of
shares held by each.
2. Every shareholder shall, upon written demand under oath stating the
purpose thereof, have a right to examine, in person or
<PAGE>
by agent or attorney, during the usual hours for business for any proper
purpose, the share register, books or records of account, and records of the
proceedings of the shareholders and directors, and make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a shareholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the shareholder.
The demand under oath shall be directed to the corporation at or at its
principal place of business.
ARTICLE VIII - SHARE CERTIFICATES, DIVIDENDS, ETC.
1. The share certificates of t@e corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they are
issued. They shall bear the corporate seal and shall be signed by the President
and Secretary.
2. Transfers of shares shall be made on the books of the corporation upon
surrender of the certificates therefor, endorsed by the person named in the
certificate or by attorney, lawfully constituted in writing. No transfer shall
be made which is inconsistent with law.
3. The Board of Directors may fix a time, not more than fifty days, prior
to the date of any meeting of shareholders, or the date fixed for the payment of
any dividend or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be made or go into
<PAGE>
effect, as a record date for the determination of the shareholders entitled to
notice of, or to vote at, any such meeting, or entitled to receive payment of
any such dividend or distribution, or to receive any such allotment of rights,
or to exercise the rights in respect to any such change, conversion, or exchange
of shares. In such case, only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to notice of, or to vote at, such
meeting or to receive payment of such dividend, or to receive such allotment of
rights, or, to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date
fixed as aforesaid. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any part of such
period, and in such case, written or printed notice thereof shall be mailed at
least ten days before the closing thereof to each shareholder of record at the
address appearing on the records of the corporation or supplied by him to the
corporation for the purpose of notice. While the stock transfer books of the
corporation are closed, no transfer of shares shall be made thereon. If no
record date is fixed for the determination of shareholders entitled to receive
notice of, or vote at, a shareholders' meeting, transferees of shares which are
transferred on the books of the corporation within ten days next preceding the
date of such meeting shall not be entitled to notice of or to vote at such
meeting.
4. In the event that a share certificate shall be lost, destroyed or
mutilated, a new certificate may be issued therefor
<PAGE>
upon such terms and indemnity to the corporation as the Board of
Directors may prescribe.
5. The Board of Directors may declare and pay dividends upon the
outstanding shares of the corporation, from time to time and to such extent as
they deem advisable, in the manner and upon the terms and conditions provided by
statute and the Articles of Incorporation.
6. Before payment of any dividend there may be set aside out of the net
profits of the corporation such sum or sums as the directors, from time to time,
in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE IX MISCELLANEOUS PROVISIONS
1. All checks or demands for money and notes of the corporation shall
be signed by such officer or officers as the Board of Directors may from time to
time designate.
2. The fiscal year shall begin in the first day of January
each year.
3. Whenever written notice is required to be given to any person, it may
be given to such person, either personally or by sending a copy thereof through
the mail, or by telegram, charges prepaid, to his address appearing on the books
of the corporation, or supplied by him to the corporation for the purpose of
notice.
<PAGE>
If the notice is sent by mail or by telegraph, it shall be deemed to have been
given to the person entitled thereto when deposited in the United States mail or
with a telegraph office for transmission to such person. Such notice shall
specify the place, day and hour of the meeting and, in the case of a special
meeting of shareholders, the general nature of the business, to be transacted.
4. Whenever any written notice is required by statute, or by the Articles
or By-Laws of this corporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Except
in the case of a special meeting of shareholders, neither the business to be
transacted at nor the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person, either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting was not lawfully called or convened.
5. One or more directors or shareholders may participate in a meeting of
the Board, of a committee of the Board or of the shareholders, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
6. Except as otherwise provided in the Articles or ByLaws of this
corporation, any action which may be taken at a meeting of
<PAGE>
the shareholders or of a class of shareholders may be taken without a meeting,
if a consent or consents in writing, setting forth the action so taken, shall be
signed by all of the shareholders who would be entitled to vote at a meeting for
such purpose and shall be filed with the Secretary of the corporation.
7. Any payments made to an officer or employee of the corporation such as a
salary, commission, bonus, interest, rent, travel or entertainment expense
incurred by him, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such officer or
employee to the corporation to the full extent of such disallowance. It shall be
the duty of the directors, as a Board, to enforce payment of each such amount
disallowed. In lieu of payment by the officer or employee, subject to the
determination of the directors, proportionate amounts may be withheld from his
future compensation payments until the amount owed to the corporation has been
recovered.
ARTICLE X ANNUAL STATEMENT
1. The President and Board of Directors shall present at each annual
meriting a full and complete statement of the business and affairs of the
corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Detectors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI AMENDMENTS
1. These By-Laws may be amended or repealed by the vote of
the directors entitled to cast at least a majority of the votes
<PAGE>
which all directors are entitled to cast thereon, at any regular or special
meeting of the directors, duly convened after notice to the directors of that
purpose.
The By-Laws set forth hereinabove were adopted by the Board of
Directors of ICT Technologies, Inc. at its organizational meeting on May 28,
1999. I hereby certify that this is a true and exact copy of said By-Laws.
/s/Abraham Shaiberg
---------------------------
Abraham Shaiberg
Corporate Secretary
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statements for the nine month period ended September 30, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Sep-30-1999
<CASH> 774
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 150,774
<CURRENT-LIABILITIES> 65,275
<BONDS> 0
0
0
<COMMON> 7,686
<OTHER-SE> 77,039
<TOTAL-LIABILITY-AND-EQUITY> 150,774
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 48,893
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (48,896)
<INCOME-TAX> 0
<INCOME-CONTINUING> (48,896)
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<EXTRAORDINARY> 0
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<NET-INCOME> (45,346)
<EPS-BASIC> (.05)
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</TABLE>
